SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Salem Corporation
_________________________________________________________________
(Name of Issuer)
Common Stock, $0.50 par value
_________________________________________________________________
(Title of Class of Securities)
79409910
_________________________________________________________________
(CUSIP Number)
Richard H. Rowe
1233 - 20th Street, N.W., Washington, D.C. 20036 (202) 416-6820
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1996
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1
(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosure provided in a
prior cover page. The information required on the remainder of
this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act but shall be subject
to all other provisions of the Act (however, see the Notes).
Page 1 of 6 Pages
CUSIP No. 79409910 13D Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George H. Heyman, Jr., as Voting Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
Item 1. Security and Issuer
Common Stock, $0.50 par value
("Common Stock")
Salem Corporation
(the "Company")
Box 2222
Pittsburgh, PA 15230
Item 2. Identity and Background
(a) George H. Heyman, Jr., as Voting Trustee
(b) 625 Madison Avenue
New York, New York 10022
(c) Advisory Director
Lehman Brothers
625 Madison Avenue
New York, New York 10022
(d)(e) Mr. Heyman has not been the subject
of any of the types of legal
proceedings specified in Items 2(d)
and (e).
This Amendment No. 3 amends Item 5 of this Statement on Schedule
13D.
5. Interest in Securities of the Issuer
At a special meeting held on September 26, 1996, the
shareholders of the Company approved a merger (the "Merger") of
the Company with Salem Group, Inc., in which the shareholders of
Company, including Victor Posner, received $25 a share in cash
and their shares were cancelled. In accordance with the orders
of the Court, the Voting Trustee had directed that the Custodian
vote the Shares of Common Stock of the Company in proportion to
the votes of the other shareholders Company.
By letter dated September 4, 1996, to the Voting
Trustee, counsel for Victor Posner requested that the Custodian
execute a Consent (the "Consent") to permit Mr. Posner to
exercise rights as a dissenting shareholder to the Merger. By
letter dated September 5, 1996, to counsel for Mr. Posner,
counsel to the Voting Trustee advised that the Voting Trustee
believed that it would be inconsistent with the Supplemental
order of the Court to direct the Custodian to execute the Consent
without further order of the Court. By letter dated
September 16, 1996, counsel for Mr. Posner requested that the
Court order the Voting Trustee to forward the Consent to the
Custodian for execution. By letter to the Court dated September
17, 1996, counsel for the Securities and Exchange Commission
opposed that request. By letter dated September 17, 1996, the
Court rejected that request.
The Voting Trustee understands that the Merger was
consummated on September 27, 1996. The consideration for Mr.
Posner's Shares held in the Voting Trust, $22,940,825, was paid
into the Voting Trust on September 30, 1996, and the Voting
Trustee instructed the Custodian to pay out those funds to an
account of Mr. Posner by wire transfer pursuant to the
instructions of his attorneys. The Voting Trustee also requested
Mr. Posner, through his attorneys, to return the Voting Trust
Certificates representing his Shares to the Custodian for
cancellation and directed the Custodian, upon receipt of those
Voting Trust Certificates, to cancel them and to reflect them as
retired on the records of the Voting Trust maintained by the
Custodian. On October 1, 1996, the Voting Trustee received
written assurances from Mr. Posner's counsel that, upon payment
of the funds to Mr. Posner's account, neither he nor any other
person would have an interest in the Voting Trust Certificates
and the funds were transferred to Mr. Posner's account.
Accordingly, there are no shares of the Common Stock of the
Company subject to the Voting Trust.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this Statement, as amended, is true, complete and correct.
Date: October 3, 1996
Signature: /s/ George H. Heyman, Jr.
Name/Title: George H. Heyman, Jr.,
as Voting Trustee
